First of all, I would like to thank all the list members who responded to my request for information re: not enough memory (on my laptop) to run Windows. I would especially like to thank E. Jack Savely, Bob Fink, Bob Chapman and Phil Tompkins for taking the time to try to understand my poor description of the problem. I'm still working on the solution, but expect to have it solved by Monday. The fundamental problem seems to be the allocation of RAM (working memory). I have all my resident programs in conventional memory, and none in higher memory. I have to get some programs into higher memory, freeing up enough conventional memory so that I can run Windows 3.1. I will do this through DOS. The command "Memmaker" won't work because I have used the command "drive space" to effectively double my memory. The downside to "drive space" is that memmaker can't be used (no free lunch). Thanks again for the help, Peace, John